ARTICLE I - NAME AND LOCATION - Back to top
The name of the corporation is RIVERWATCH Homeowner's Association, Inc., hereinafter referred to as the
"Association". The principal office of the corporation shall be located at 4320 West Kennedy Boulevard, Tampa,
Florida 33609, or at such other place as is designated by the Board of Directors, but meeting of members and
directors may be held at such places within Pinellas County, Florida, as may be designated by the Board of
ARTICLE II - DEFINITIONS - Back to top
The definitions as set out in the Declaration of Covenants, Conditions and Restrictions of RIVERWATCH Declaration
are hereby incorporated by reference.
ARTICLE III - MEETING OF MEMBERS - Back to top Section 1. Annual Meeting. The first annual meeting of the members shall be held within one year from the
date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held
on the same day of the same month of each year thereafter, at the hour of seven o'clock p.m. If the day for the
annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day
following which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the members may be called at any time president or the
board of directors, or when requested in writing by the members who are entitled to vote one-fourth (1/4) of all of
the votes of the Class A or Class B membership.
Section 3. Notice of Meetings. A written notice of each meeting of members shall be given by, or at the
direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage
prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member's
address last appearing on the books of the Association or supplied by such member to the Association for the
purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special
meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members entitled to cast, or of limited or general proxies
entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any
action except as otherwise provided in the Articles lees of Incorporation, the Declaration or these By-Laws. If,
however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall
have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting,
until a quorum as aforesaid shall be present or be represented. Unless otherwise provided in these By-Law, Articles
of Incorporation or Declaration, decisions shall be made by a majority of the voting interests represented at a
meeting at which a quorum is present.
Section 5. Proxies. At all meeting of members, each member may vote in person or by limited proxy. All proxies
shall be in writing and filed with the secretary. Every proxy shall be effective only for the specific meeting for
which originally given and any lawfully adjourned meeting thereof A proxy is not valid for a period longer than 90
days after the date of the first meeting for which it was given. A proxy is revocable at any time at the pleasure
of the member who executes it. Limited proxies may also be used for votes taken to amend the Articles of
Incorporation or By-Laws or for any matter that requires or permits a vote of the homeowners.
ARTICLE IV - DIRECTORS - Back to top
Section 1. Number. The affairs of this association shall be managed by an initial board of three (3) directors.
Thereafter the Board of Directors shall consist of at least three (3) members.
Section 2. Term of Office. The term of office for all directors is one year. The initial directors of the
association set forth in the Articles of Incorporation shall hold office until the first annual meeting.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the
members of the Association. In the event of death, resignation or removal of a director, his successor shall be
selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the
Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his
ARTICLE V - NOMINATION AN ELECTION OF DIRECTORS - Back to top
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee.
Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a
Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The
Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to
serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall
be announced at each annual meeting The Nominating Committee shall make as many nominations for election to the
Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to
be filled. Such nominations may be made from among members or non-members.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the
members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under
the provisions of the Declaration The persons receiving the largest number of votes shall be elected. Cumulative
voting is not permitted.
Section 3. Use of Proxy. For election of members of the Board of Directors, homeowners shall vote in person at a
meeting of the homeowners or by a ballot that the homeowner personally casts.
ARTICLE VI - MEETING OF DIRECTORS - Back to top
Section l. Meetings. Meeting of the Board of Directors shall be on a regular basis at such place and hour as may be
fixed from time to time by Resolution of the Board. Should said meeting fall upon a legal holiday, then that
meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special Meeting. Special meetings of the Board of Directors shall be held when called by the
president of the Association, or by any two directors, after not less than three (3) days notice to each director.
Said notice may be waived prior to such meeting by unanimous consent of the Board.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of
business. Every act or decision done or made by a majority of the director spresent at a duly held meeting at which
a quorum is present shall be regarded as the act of the Board.
Section 4. Action Without a Meeting. Any action which may be required or permitted to be taken at a meeting of
the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken is
signed by all the members of the Board of Directors; such consent shall be placed in the minute book of the
Association with the minutes of the Board of Directors. Any action so approved shall have the same effect as though
taken at a meeting of the directors.
Section 5. Notice to Members. Meetings of the Board of Directors shall be open to all members, and notices of
meetings shall be posed in a conspicuous place on the Association property at least 48 hours in advance, except in
an emergency. Notice of any meeting in which assessments against parcels are to be established shall specifically
contain a statement that assessments shall be considered and a statement of the nature of such assessments.
ARTICLE VII - POWERS AND DUTIES OF THE BOARD OF DIRECTORS - Back to
Section 1. Powers. The Association, by and through its Board of Directors, shall have the power to:
(a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the
personal conduct of the members and their guests thereon, and to establish penalties for the infraction
(b) suspend the voting rights and right to use of the Common Areas of a member during any period in which such
member shall be in default in the payment of any assessment levied by the Association. Such rights may also be
suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and
not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the
(d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be
absent from three (3) consecutive regular meetings of the Board of Directors; and
(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to
prescribe their duties.
Section 2. Duties. It shall be the duty of the Association, by and through its Board of Directors, to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof
to the members at the annual meeting of the members, or at any special meeting when such statement is requested in
writing by one-fourth (1/4) of the Class A members who are entitled to vote, at least ten (10) days prior to the
annual meeting or special meeting;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly
(c) as more fully provided in the Declaration, to:
(1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual
assessment period; and
(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance
of each annual assessment period; and
(3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due
date or to being an action at law against the Owner personally obligated to pay the same.
(4) collect at first closing on the Lot the balance of the assessment owing for the remaining portion of the
(d) issue or to cause an appropriate office to issue, upon demand by any person, a certificate setting forth
whether or not any assessment has been paid. Reasonable charges may be made by the Board for the issuance of these
certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;
(f) Cause all officers or employees having fiscal responsibilities to be boned, as it may deem appropriate;
(g) cause the Common Area to be maintained;
(h) establish prior to the beginning of the fiscal year and prior to setting the assessments for the coming
year, an annual budget for the Association, including maintenance of common areas, and establish reserve accounts
for replacement of those parts of the common elements which have a limited useful life span.
ARTICLE VIII - OFFICERS AND THEIR DUTIES - Back to top
Section 1. Enumeration Officers. The officers of the corporation shall consist of a president, and vice president,
who shall at all times be member of the Board of Directors, a secretary, and a treasurer, and such other officers
as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of
Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold
office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may
require, each of whom shall hold officer for such period, have such authority, and perform such duties as the Board
may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board.
Any officer may resign at any time giving notice to the Board, the president or secretary. Such resignation shall
take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed
to such vacancy shall serve for the remainder of the term of the officer he replaced.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person
shall simultaneously hold more than one of any of the other offices except in the case of special offices created
pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
(a) The President, shall preside at all meeting of the Board of Directors; shall see that orders and resolutions
of the Board are carried out; shall sign all leases, mortgages, deeds, and other written instruments and shall sign
all checks and promissory notes.
(b) The Vice President shall act in the place and stead of the president in the event of his absence, inability
or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and
of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal serve
notice of meetings of the Board and of the members; keep appropriate current records showing members of the
Association together with their addresses, and shall perform such other duties as required by the Board.
(d) The Treasurer shall receive and deposit in appropriate bank account all monies of the Association and shall
disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes
of the Association; keep proper books of account; cause a annual audit of the Association books to be made by a
public accountant at the completion of each fiscal year; and shall prepare or have prepared an annual budget and a
statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a
copy of each to the members.
ARTICLE IX - COMMITTEES - Back to top
The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating
Committee, as provided in these by-Laws. I addition, the Board of Directors shall appoint other committees as
deemed appropriate in carrying out its purpose.
ARTICLE X - BOOKS AND RECORDS - Back to top
Section 1. The books, records and papers of the Association shall at all times during reasonable business hours, be
subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the
Association shall be available for inspection by any member at the principal office of the Association, where
copies may be purchased at reasonable cost.
Section 2. Minutes of all meeting of the members and of the Board of Directors shall be kept in a businesslike
manner and shall be available for inspection by members, or their authorized representatives, and Board Members at
reasonable times. The Association shall retain these minutes for at least 7 years.
Section 3. The Association shall maintain each of the following items, when applicable, which shall constitute
the official records of the Association:
(a) A copy of the plans, permits, and warranties for the improvements to the Common Area, but not including the
construction drawings of the individual homes and lots.
(b) A copy of the By-Laws of the homeowner's association, and of each amendment thereto.
(d) A copy of the current rules of the homeowner's association.
(e) A book or books that contain the minutes of all of the homeowner's association, of the Board of Directors
and of members, which minutes shall be retained for a period of not less than 7 years.
(f) A current copy of any management agreement, lease, or other contract to which the homeowner's association is
a party of under the homeowner's association or the parcel owners have an obligation or responsibility.
(i) Accounting records for the homeowner's association and separate accounting record for each parcel, according
to generally accepted accounting principals. All accounting records shall be maintained for a period of not less
than 7 years. The accounting records shall be open to inspection by members of their authorized representatives at
reasonable times. The failure of the homeowner's association to permit inspection of its accounting records by
member or their authorized representatives, entitles any person prevailing in an enforcement action to recover
reasonable attorney's fees from the person in control of the books and records who, directly or indirectly,
knowingly denied access to the books and records for inspection, The accounting records shall include, but are not
(1) Accurate, itemized, and detailed records of all receipts and expenditures.
(2) A current account and a periodic statement of the account for each member of the homeowners' association,
designating the name of the member, the due date and amount of each assessment, the amount paid upon the account,
and the balance due.
(3) All audits, reviews, accounting statements and financial reports of the homeowner's association.
(4) All contracts for work to be performed. Bids for work to be performed shall also be considered official
records and shall be maintained for a period of 1 year.
ARTICLE XI - ASSESSMENTS - Back to top
As more fully provided in the Declaration each member is obligated to pay to the Association all assessments as
listed in the Declaration, which are secured by continuing lien upon the property against which the assessment is
made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty
(30) days after the due date, the assessment shall bear interest at the rate of eighteen percent annum (18%) and
the Association may bring an action at law against the Owner personally obligated to pay same or foreclose the lien
against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the
amount of such assessment, provided however, in no event shall this interest rate exceed the maximum allowable by
law. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the
Common Area or abandonment of his Lot.
ARTICLE XII - CORPORATE SEAL - Back to top
The Association shall have a seal in circular form having within its circumference the words: Riverwatch
Homeowners' Association, Inc. and within the center the word "Florida Not For Profit".
ARTICLE XIII - AMENDMENTS - Back to top
Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of
a quorum of members present in person or by proxy, except that the Federal Housing Administration or the Veterans
Administration shall have the right to veto amendments while there is Class B Membership.
Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles
shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall
ARTICLE XIV - MISCELLANEOUS - Back to top
The fiscal year of the Association shall begin on the first day of January and end on the 31 day of December of
every year, except that the first fiscal year shall begin on the date of incorporation.
ARTICLE XV - RIGHT OF MEMBERS TO PEACEFULLY ASSEMBLE - Back to
All common areas serving any homeowner's association shall be available to members and their invited guests for the
use intended for such common areas. The entity or entities responsible for the operation of the common areas may
adopt reasonable rules and regulations pertaining to the use of such common areas. No entity or entities shall
unreasonably restrict any member's right to peacefully assemble or right to invite public officers or candidates
for public office to appear and speak in common areas.